efc9-0945_emailedex103.htm


    
Exhibit 10.3

      AMENDMENT
OF

      THE
ADVISORY AGREEMENT

      


      THIS AMENDMENT OF THE ADVISORY
AGREEMENT (this “Amendment”), is made as of this 30th day of December
2009, by and between  Winton Capital Management
Ltd., organized under the laws of England and Wales (the “Trading
Manager”) and ALPHAMETRIX WC
DIVERSIFIED FUND – MT0041, an exempted company incorporated under the
laws of the Cayman Islands with limited liability (the “Fund”).  All
capitalised terms not defined herein shall have the same meaning as used in the
Advisory Agreement entered into by the Assignor and the Trading Manager dated
25th day
of May 2007, as assigned (collectively, “Advisory Agreement”).

      


      RECITALS:

      


      WHEREAS, the Trading Manager
and the Fund have agreed to amend the fees payable to the Trading Manager for
certain clients;

      


      WHEREAS, the Trading Manager
and the Fund desire to amend the Advisory Agreement to reflect such fee
amendments.

      


      NOW, THEREFORE, in
consideration of the covenants, agreements and conditions set forth herein, the
parties agree as follows:

      


      1.          Amendment

      


      Section 5 on Appendix A is hereby
amended and replaced in its entirety with the following:

      


      “5.           Fees:           The
following rates will apply for purposes of Section 3 of the
Agreement:

      


      [Redacted]

       

      b.           Management
and Performance (for assets from UBS, Wachovia and Wells Fargo:

      


      1.0%           management
(paid monthly),

      20%           performance
(paid quarterly).

      


       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      [Redacted]

      
d.           Plus
any other additional compensation from the Trading Manager or other parties as
agreed per any side letter or agreement.”

      


      2.           Complete
Agreement.  This Amendment constitutes the entire agreement
between the parties with respect to the matters contemplated herein and
supersedes all negotiations, representations, warranties, and agreements entered
into prior to the date hereof with respect to the subject matter
hereof.

      


      3.           Counterparts.  This
Amendment may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.

      


      4.           Headings.  Headings
to sections and subsections in this Amendment are for the convenience of the
parties only and are not intended to affect the meaning or interpretation
hereof.

      


      5.           Severability.   The
parties to this Amendment agree that each provision of this Amendment is
considered severable from every other provision.   In the event
any provision is held invalid, void and unenforceable by a court of competent
jurisdiction, such provision will automatically be replaced by provisions which
are valid and enforceable.   All remaining provision shall remain
enforceable to the fullest extent permitted by law.  It is the intent
of the parties to this Amendment that the rendering invalid of any provisions
shall not affect the rights and obligations of each party under the remaining
provisions or interfere with the consummation of the transaction contemplated by
this Amendment.

      


      6.           Successor and
Assigns.  This Amendment may not be assigned by any party
without the written consent of the other party.  This Amendment shall
be binding upon and inure to the benefit of the parties hereto, their successors
and permitted assigns.

      


      7.           Other
Terms.    All other terms and conditions of the
Trading Agreement remain in effect and are continuing as of the date
hereof.

      


      


      


      [Signature
page follows]

       

      
        
          
          

        

        
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      IN WITNESS WHEREOF, this
Amendment has been executed for and on behalf of the undersigned as of the day
and year first above written.

      


      WINTON
CAPITAL MANAGEMENT LTD.

      


      


      By:  __________________________________

      Name:

      Title:

      


      ALPHAMETRIX
WC DIVERSIFIED FUND – MT0041

      


      By:  ALPHAMETRIX,
LLC, as Sponsor

      


      By:

      


      By:
__________________________________

      Name:

      Title:

      


      


      


      AGREED
AND ACCEPTED AS OF THE DATE FIRST SET FORTH ABOVE.

      


      ALPHAMETRIX, LLC, as
Sponsor

      


      By:
__________________________________

      Name:

      Title:

       

       

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